Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 03 2022 - 4:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 28, 2022
FOXWAYNE
ENTERPRISES ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39891 |
|
85-3093926 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1
Rockefeller Plaza, Suite 1039
New
York, New York 10020
(Address
of principal executive offices, including ZIP code)
(917)
284-8938
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425 ) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one share of Class A Common Stock and one Redeemable Warrant |
|
FOXWU |
|
The
Nasdaq Stock Market LLC |
Class
A Common Stock, par value $0.0001 per share |
|
FOXW |
|
The
Nasdaq Stock Market LLC |
Warrants,
each exercisable for one share of Class A Common Stock for $11.50 per share |
|
FOXWW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information relating to the Note (as defined below) included in Item 8.01 is incorporated by reference in this item to the extent required.
Item
8.01 Other Events
On
February 28, 2022, Robb Knie, the Chief Executive Officer of FoxWayne Enterprises Acquisition Corp. (“FoxWayne”), loaned
$170,000 to FoxWayne. The loan was evidenced by a promissory note (“Note”) which is non-interest bearing, non-convertible,
and payable upon the consummation of the FoxWayne’s initial merger, share exchange, asset acquisition or other similar business
combination with one or more businesses or entities. If an initial merger, share exchange, asset acquisition or other similar business
combination is not consummated, the Note will not be repaid by FoxWayne and all amounts owed thereunder by FoxWayne will be forgiven
except to the extent that FoxWayne has funds available to it outside of its trust account.
The
foregoing summary of the Note is qualified in its entirety by reference to the text of the Note, a form of which is filed as an exhibit
hereto and incorporated by reference herein.
Additional
Information and Where to Find It
In
connection with the previously announced proposed business combination between FoxWayne and Aerami
Therapeutics Holdings, Inc. (“Aerami”), FoxWayne filed a registration statement on Form S-4 (as amended, the “Registration
Statement”) that includes a preliminary proxy statement and prospectus with respect to FoxWayne’s securities to be issued
in connection with the proposed business combination that also constitutes a preliminary prospectus of FoxWayne and will mail a definitive
proxy statement/prospectus and other relevant documents to its stockholders. The Registration Statement is not yet effective. The Registration
Statement, including the proxy statement/prospectus contained therein, when it is declared effective by the U.S. Securities and Exchange
Commission (“SEC”), will contain important information about the proposed business combination and the other matters to be
voted upon at a meeting of the FoxWayne’s stockholders to be held to approve the proposed business combination and other matters
(the “Special Meeting”) and is not intended to provide the basis for any investment decision or any other decision in respect
of such matters. Before making any voting decision, FoxWayne’s stockholders and other interested persons are advised to read, when
available, the Registration Statement and the proxy statement/prospectus, as well as any amendments or supplements thereto, and all other
relevant documents filed or that will be filed with the SEC because they will contain important information about the proposed business
combination. When available, the definitive proxy statement/prospectus will be mailed to FoxWayne’s stockholders as of a record
date to be established for voting on the proposed business combination and the other matters to be voted upon at the Special Meeting.
FoxWayne’s stockholders will also be able to obtain copies of the definitive proxy statement/prospectus, without charge, once available,
at the SEC’s website at www.sec.gov or by directing a request to Hayley@foxwayne.com.
The
information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference
into, and is not a part of, this document.
Participants
in Solicitation
FoxWayne,
Aerami and their respective directors and officers may be deemed participants in the solicitation of proxies of FoxWayne’s stockholders
in connection with the proposed business combination. FoxWayne’s stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and officers of FoxWayne in FoxWayne’s Annual Report on Form 10-K for
the year ended December 31, 2020, which has been filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to FoxWayne’s stockholders in connection with the proposed business combination and
other matters to be voted upon at the Special Meeting will be set forth in the Registration Statement for the proposed business combination
when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the
proposed business combination has been included in the Registration Statement that the Company has filed with the SEC.
Disclaimer
This
communication is for informational purposes only and shall not constitute an offer to sell, a solicitation of a proxy, consent or authorization
or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be
any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
No. |
|
Description
of Exhibit |
10.1 |
|
Form of Promissory Note |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
March 3, 2022
|
FoxWayne
Enterprises Acquisition Corp. |
|
|
|
|
By: |
/s/
Robb Knie |
|
Name: |
Robb
Knie |
|
Title: |
Chief
Executive Officer |
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